The goal of this research project is to explore the feasibility of developing a powerful new visible light imaging array for use in a camera system potentially applicable to a variety of medical and biotechnology uses. This innovative imaging technology involves use of Visible Light Photon Counting (VLPC) diodes, which allow the potential of two dimensional array imaging at high readout rates in extreme low-light conditions. The specific goals of this Phase I project include the acquisition of engineering samples of the VLPC detectors, the processing (thinning) of the detectors to enable rear illumination, and the characterization of the detectors and suitable readouts at cryogenic temperatures. These tasks will enable a proof-of-concept of the proposed camera, characterization of descriptive parameters of the camera detectors in actual operation, and evaluation of pragmatic tasks required to prepare the diode arrays for use in the camera. All of these issues are critical and must be satisfactorily addressed before advancing to construction of a manufacturable camera and testing of the actual camera in medical applications during the Phase II effort.